HIV risk and depression among families in HIV-endemic South Africa present significant public health challenges to a country with the largest HIV epidemic globally. In these families, adolescents face elevated risk for HIV and depression. Furthermore, their adult caregivers (biological or surrogate parents) are also at escalated risk fo depression. Growing evidence indicates family risk and protective factors for HIV risk behaviors and depression, underscoring the need for a family prevention approach. However, key gaps exist in family prevention science in HIV-endemic communities. Few existing family preventions target HIV risk and depression in one integrated model; emphasize a resilience based approach; and are adapted to South Africa. The scientific objective of this K01 is to integrate two empirically supported models for HIV risk (Keepin' It Real) and depression (Family Talk) into a unified family preventive intervention appropriate for South Africa and test initial acceptabilit and feasibility. The training objective of this K01 is to obtain intensive mentored training that wll prepare the PI to become a leading researcher on family preventive interventions for sexual and mental health resilience among children and caregivers in HIV-endemic communities. Training develops expertise in family preventive intervention approaches; builds skills to adapt preventive interventions to South Africa and standardize into a manual; develops expertise in preventive intervention design and implementation with a focus on RCT study designs; and builds statistical and analytical skills in assessment of protocol adherence, treatment fidelity and acceptability, mechanism measurement, and trial efficacy. Training is linked to three study aims. Aim 1 is to integrate two existing preventive interventions for HIV risk and depression into a unified model and adapt the content and language to be appropriate for South Africa. Aim 1 will be accomplished through focus groups with caregivers (18+ years) and adolescents (13-15 years) and interviews with mental and HIV prevention experts, community leaders, and practitioners. Aim 2 standardizes the preventive intervention into a manual and trains facilitators Aim 3 assesses feasibility regarding recruitment and retention and acceptability of the intervention. Aim 3 will be accomplished with randomization of 124 caregiver- adolescent dyads (n=62 dyads in the preventive intervention group, n=62 dyads in the control group) and assessments at baseline, immediately post-intervention, and three months post-intervention. Findings inform future plans for preventive intervention testing in a fully-powered RCT. The study advances NIMH priorities by 1) improving effectiveness of mental health services for HIV-affected families; 2) developing interventions to prevent HIV-infection and to improve adherence to health protective behaviors in adolescents; 3) developing age, language, and culture-appropriate programs; and 4) promoting multidisciplinary research and training on mental health of HIV-affected minority communities. The study fills a significant gap in family prevention science in a high risk population and setting.